Outstanding Restricted Stock. Unless the Committee in its absolute discretion otherwise determines, any securities or other property (including dividends paid in cash) received by Grantee with respect to a share of Restricted Stock, the Issue Date with respect to which occurs prior to such event, but which has not vested as of the date of such event, as a result of any dividend, stock split, reverse stock split, recapitalization, merger, consolidation, combination, exchange of shares or otherwise will not vest until such share of Restricted Stock vests, and shall be promptly deposited with the custodian designated pursuant to Paragraph 3(d)(2) hereof. The Committee has determined that the right to receive cash dividends paid on the shares of Restricted Stock shall vest on the Issue Date. The Committee may, in its absolute discretion, adjust the grant of shares of Restricted Stock made hereunder, provided the Issue Date has not occurred as of the date of the occurrence of any of the following events, to reflect any dividend, stock split, reverse stock split, recapitalization, merger, consolidation, combination, exchange of shares or similar corporate change as the Committee may deem appropriate to prevent the enlargement or dilution of rights of Grantee under the grant.
Outstanding Restricted Stock. The restricted shares of Common Stock granted pursuant to that certain Long-Term Incentive Restricted Stock Agreement, dated as of July 26, 2011 (the “Restricted Stock Agreement”) shall remain outstanding and the terms of the Restricted Stock Agreement shall remain in full force and effect without any modification or amendment as a result of the execution and effectiveness of this Agreement. For the avoidance of doubt, you hereby agree and acknowledge that, as of the Separation Date, 35% of the Shares (as defined in the Restricted Stock Purchase Agreement) subject to the Restricted Stock Agreement shall be forfeited and subject to the Repurchase Option (as defined in the Restricted Stock Agreement), on a pro rata basis among each of the four Performance Goals (as set forth in Section 3.2.2 of the Restricted Stock Agreement), and that the Company hereby exercises its Repurchase Option at the price of $1.00 in the aggregate.
